Last Modified: June 29, 2020
If the Services that you are using involves the collection, analysis, and processing of your data including your financial data, this Agreement governs your consent for Novo to collect and use such data. Other aspects of the Services may be covered by other terms, conditions and agreements with Novo, including but not limited to agreements with Novo's financial institution partners ("Bank"), such as a deposit account agreement.
By using the information, tools, features, software and functionality including content, updates and new releases provided by Novo, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you are simply browsing the Novo website), "Applicant" (which means you have started an application to open an Account (defined below)) or a "Customer" (which means that you have completed an application with Novo for an Account and said Account is open and active). "Account" means a deposit demand account held by Bank and accessed through Service. The term "you", "You", or "User" refers to all types of people and entities interacting with the Services, including Visitor, Applicant, and Customer. You may not use the Novo Services and you may not accept this Agreement if you are not at least 18 years of age and, in any event, of a legal age to form a binding contract with Novo.
If you accept this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity that you have the authority to bind such entity. Before you continue, you should print or save a local copy of this Agreement for your records.
You agree to the applicable Novo E-Sign and Electronic Communications Agreement and any changes published by Novo.
This Section establishes the terms of any Customer that registers for an Account and said Account is opened.
We provide said information to Bank and other third-party service providers we consider appropriate to determine eligibility for the Services, fraud prevention, and to verify your identity. We may make inquiries into your previous banking or credit relationships. We rely on the accuracy of the information that Applicant provides when opening and maintaining its Account. We may use any information to deny Applicant's applications, suspend provision of the Services to approved Customers, collect or close Customer's Account if Customer's information is out of date, incomplete, or inaccurate.
Upon an Applicant being approved to open an Account, Novo will provide access to the Account software, may issue Customer a debit card ("Card"), and will give access to the Online Banking Services (described below).
Customer will receive certain banking, transfer, and electronic payment functions via the Novo website and/or mobile application ("Online Banking Service(s)"). With prior notice, Novo may add or eliminate Online Banking Services or otherwise modify the terms or features of any Online Banking Service. Accessing your Account through your username and password acts as your signature to authorize any requested transactions through the Online Banking Services. The Online Banking Services may include, among other Services: obtaining account balances; obtaining transaction information; obtaining statements; transferring funds via the automated clearing house (ACH) payment system; and depositing a check by taking a photo ("Mobile Check Deposit").
Applicant must specify at least one Administrator to manage its Account when submitting its Application. "Administrator" means an authorized representative who is an authorized signer on an Account and is designated by Customer to have responsibility for the initial enrollment in the Online Banking Services and your business' on-going use of the Online Banking Services, including the designation of a Secondary Admin. "Secondary Admin" means an authorized representative appointed and set-up by the Administrator using the Deposit Account. Administrators can add, remove, or manage Secondary Admins; request and manage Cards for Secondary Admins; view transactions and run reports; provide or update company information; connect third-party services, and other accounts to your Account; and perform other tasks to manage your Account. Customer is responsible for any actions or failure to act on the part of Administrators or Secondary Admins, or those using their credentials to access Customer's Account. Customer is solely responsible for the activity that occurs on its Account and must keep its Account username and password secure. We encourage Customer to use "strong" passwords (for recommendations on what constitutes a strong password, check NIST SP 800-63B) with its Account.
To access Online Banking Services, Novo requires that Customer uses a web browser with 128-bit encryption. Regardless of whether Customer uses a web browser with security features, Novo is unable to ensure that the data transmitted by Customer to Novo, or from Novo to Customer, will not be intercepted by third parties. Customer will not disclose its username(s), password(s), or any PIN(s) or other identity tools to any other person than an authorized representative. Customer should supply personally identifiable information only through the Novo mobile application.
Customer must notify Novo immediately of any breach of security or unauthorized use of its Account. Novo will not be liable for any losses caused by any unauthorized use of Customer's Account. We may suspend access to Customer's Account if we believe that the Account has been compromised.
You agree that the above constitutes a commercially reasonable security procedure for you.
Customer represents and warrants that the Service(s) requested by Customer hereunder and pursuant to any agreement incorporated hereunder will be used by Customer solely for business or commercial purposes and not for personal, family, or household purposes.
Customer will receive a separate schedule of charges, rates, qualifying balances, and fees if they are not included in this Agreement. Customer agrees to pay any such charges and authorizes us to deduct these charges, without notice to Customer, directly from the Account balance as accrued. Customer will pay any additional reasonable charges for services it requests which are not covered by this Agreement.
Each transfer of funds to or from an Account via a Online Banking Service is referred to as a "Transaction." In connection with the provision of the Online Banking Services to Customer hereunder, if you request a Transaction, we are not obligated to process it. Novo may impose limits on the dollar amount and/or frequency of any Transaction you request using a Online Banking Service, including, without limitation, electronic payments, such as payments made with the online bill payment service, deposits, such as deposits made with the Mobile Check Deposit, transfers to an account outside of the Bank, and any other Transaction, and Novo may change those limits from time to time. Except as otherwise specified in this Agreement, we will notify Customer in advance of any such Transaction limits and any subsequent change to such Transaction limits. Information regarding current limits specifically applicable to your Account(s) is available within the Online Banking Service. If you submit a request for a Transaction through an Online Banking Service that exceeds applicable limits, Novo may, but is not obligated to, process the Transaction.
In the event that providing Online Banking Services to you results in unacceptable credit exposure or other risk to the Bank or Novo, or will cause the Bank or Novo to violate any law, regulation, rule or order to which either is subject, we may, without prior notice, limit your Transaction frequency or dollar amount or refuse to execute Transactions, or Novo may terminate any Online Banking Service then being provided to Customer. Customer shall, upon request by the Bank or Novo from time to time, provide the Bank or Novo with such financial information and statements and such other documentation as the Bank or Novo reasonably determines to be necessary or appropriate to enable the Bank or Novo to evaluate its respective exposure or risk. Any internal limits established by Novo hereunder or refusal to execute Transactions shall be in Novo's sole discretion.
Other Account transfer restrictions are described elsewhere in the other agreements incorporated by reference into this Agreement. Transactions through the Online Banking Services, including transfers to your other Account(s), do count against the limited number of transactions on these types of accounts.
Customer agrees that if there is any requirement to verify two or more signatures on checks or transfers of funds, that requirement does NOT apply to Customer instructions for funds transfers, including online ACH, wire payment transactions or bill pay, using Novo online banking services. Customer is responsible to establish the appropriate account controls in accordance with commercially reasonable methods. Customer releases Novo and Bank from liability when executing transfers or payments in accordance with Customer's instructions. Where an Account held under different tax identification numbers is included on one business profile, Customer acknowledges that an employee and/or individual Secondary Admin of one business may be given authority by an Administrator to transfer funds or conduct other transactions on accounts of other businesses included in your Customer profile. Customer acknowledges that limitations on such access can only be controlled by the Administrator(s), not the Bank. Novo will not be liable to Customer or any other person or business entity for any loss, damage, or expense arising from access to an account by an Administrator or a Secondary Admin, and Customer hereby agrees to indemnify and keep Novo and Bank harmless against all actions, claims or demands arising from actions of an Administrator or Secondary Admin.
Customer agrees to the applicable Mobile Check Deposit Agreement and any changes published by Novo.
Customer agrees to the applicable ACH Sender Agreement and any changes published by Novo.
Customer agrees to the E-sign and Electronic Communications Agreement, Novo Business Account Agreement, Business Debit Card Agreement, Middlesex Federal Savings Privacy Notice, Novo Fee Schedule, and any other agreements relevant to the Account and any changes published by Novo.
Novo's current technology platform, as part of the Services, is currently in its beta version. User understands that it will be testing, evaluating, and providing feedback to Novo. User agrees to the following in regards to the Site and Services being in beta version:
Users may direct Novo to retrieve User information maintained online by third-parties with which they have customer relationships, maintain accounts or engage in financial transactions ("User Information"). Novo works with one or more online service providers to access this User Information. Novo makes no effort to review the User Information for any purpose, including but not limited to accuracy, legality or non-infringement. Novo is not responsible for the products and services offered by or on third-party sites.
Novo cannot always foresee or anticipate technical or other difficulties, which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. Novo cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings. Novo cannot guarantee the real time transmission of data.
Novo may, in connection with the Services, provide reports, information and other content to You, including without limitation general informational communications or postings, reports, analyses, summaries and/or evaluations of your User Information as well as any Novo logos, marks, names or designs (collectively, "Content"). Content made available through the Novo mobile application is protected by applicable intellectual property rights and is the property of Novo, its third party licensors and partners (as applicable), and other entities that provide such Content to Novo. You may not (or enable others to) copy, distribute, display, modify, or otherwise use the Content except as it is provided to you through the Novo mobile application hereunder. You will not, and have no rights to, reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Content. Novo and its licensors make no representations or warranties regarding the accuracy or completeness of the Content.
All Novo Content (including that of third parties) is provided for Your convenience only on an "as is" and "as available" basis without warranty of any kind. Novo and its service providers do not warrant, guarantee, support, verify or otherwise have any responsibility for the completeness, truthfulness, accuracy, desirability, profitability or reliability of any Content, including without limitation any reports, analyses, summaries and/or evaluations of your User Information. All use of and reliance upon any such information (or any Content) by You shall be solely your responsibility and at your sole risk.
The Novo name and logo are trademarks of Novo, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Novo. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of Novo, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Novo.
You understand and agree that Novo may employ verification services to verify information about You to verify your identity and fraud prevention purposes (the "Verification Service"). You are licensing to Novo and Service Provider any information, data, passwords, materials or other Content you provide through or to the Verification Service. Novo and Service Providers may use, modify, display, distribute and create new material using such Content to provide the Verification Service to you. By submitting Content, you automatically agree, or promise that the owner of such Content has expressly agreed that, without any particular time limit, and without the payment of any fees, Novo and Service Provider may use the Content for the purposes set out above. As between Novo and Service Provider, Novo owns your User Information.
You agree that the results of the Verification Service are for use by you and Novo and its Service Providers only in connection with the Novo Services or on Novo's website. You agree not to reverse engineer or reverse compile any of the service technology, including but not limited to, any code associated with the Verification Service.
Novo Offers (or any other third-party products or services advertised on or linked from our site), whether or not sponsored, and Novo is not an agent or broker or otherwise responsible for the activities or policies of those web sites.
Your right to access and use the Sites and the Services is personal to you and is non-exclusive, non-transferable, non-sublicensable, and fully revocable. Use of any Services that are subject to special registration, restricted access or payment is further subject to other terms and conditions specified by Novo for the use of such other Services.
You are only entitled to access and use the Sites and Services for lawful purposes. Accurate records enable Novo to provide the Services to you. You must provide true, accurate, current and complete information about your accounts maintained at other web sites, as requested in our "add account" setup forms, and you may not misrepresent your registration and User Information. In order for the Services to function effectively, you must also keep your registration and User Information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Services will be affected. You represent that you are a legal owner of, and that you are authorized to provide us with, all registration and User Information and other information necessary to facilitate your use of the Services.
You may not use the Services in any manner that may impair, overburden, damage, disable or otherwise compromise (i) the Services; (ii) any other party's use and enjoyment of the Services; or (iii) the services and products of any third parties including, without limitation, any device through which you access the Novo Sites (the "Authorized Device"). You agree to comply with all local laws and regulations governing the downloading, installation and/or use of the Novo Sites, including, without limitation, any usage rules set forth in the online application store terms of service.
Your access and use of Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Services or other actions that Novo, in its sole discretion, may elect to take. In no event will Novo be liable to any party for any loss, cost, or damage that results from any scheduled or unscheduled downtime.
Your sole and exclusive remedy for any failure or non-performance of the Services, including any associated software or other materials supplied in connection with such services, shall be for Novo to use commercially reasonable efforts to effectuate an adjustment or repair of the applicable service.
Use of these Services may be available through a compatible mobile device, Internet and/or network access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.
NOVO MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.
Novo may from time to time provide automatic alerts and voluntary account-related alerts. Automatic alerts may be sent to you following certain changes to your Account information.
Voluntary account alerts may be turned on by default as part of the Services. They may then be customized, deactivated or reactivated by you. These alerts allow you to choose alert messages for your accounts. Novo may add new alerts from time to time, or cease to provide certain alerts at any time upon its sole discretion. Each alert has different options available, and you may be asked to select from among these options upon activation of your alerts service.
You understand and agree that any alerts provided to you through the Services may be delayed or prevented by a variety of factors. Novo will make commercially reasonable efforts to provide alerts in a timely manner with accurate information, but cannot guarantee the delivery, timeliness, or accuracy of the content of any alert. Novo shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert.
Electronic alerts will be sent to the email address you have provided as your primary email address for the Services. If your email address or your mobile device's email address changes, you are responsible for informing us of that change. You can also choose to have alerts sent to a mobile device that accepts text messages. Changes to your email address or mobile number will apply to all of your alerts.
Because alerts are not encrypted, we will never include your passcode. However, alerts may include your Login ID and some information about your accounts. Depending upon which alerts you select, information such as an account balance may be included. Anyone with access to your email will be able to view the content of these alerts. At any time you may disable future alerts.
By using the Services, you expressly authorize Novo to access your User Information maintained by identified third parties, on your behalf as your agent. When you use the "Add Accounts" feature of the Services, you will be directly connected to the website for the third party you have identified. Novo will submit information including usernames and passwords that you provide to log into the Site. You hereby authorize and permit Novo to use and store information submitted by you to accomplish the foregoing and to configure the Services so that it is compatible with the third party sites for which you submit your information. For purposes of this Agreement and solely to provide the User Information to you as part of the Service, you grant Novo a limited power of attorney, and appoint Novo as your attorney-in-fact and agent, to access third party sites, retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN NOVO IS ACCESSING AND RETRIEVING USER INFORMATION FROM THIRD PARTY SITES, NOVO IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY THAT OPERATES THE THIRD PARTY SITE. You understand and agree that the Services are not sponsored or endorsed by any third parties accessible through the Services. Novo is not responsible for any payment processing errors or fees or other Services-related issues, including those issues that may arise from inaccurate account information.
By providing Novo with your telephone number, you expressly authorize Novo, Bank, and Service Providers to contact you using any automatic telephone dialing system, prerecorded voice, voicemail, or messaging service. From time to time, we may also send you text messages. Your phone or mobile provider's call and text messages rates still apply according to the terms of your phone or mobile provider's contract. As examples, we may place calls to you about important account information such as fraud alerts, account notices, security codes, and amounts you owe us (e.g. collection calls).
You consent and authorize us to monitor, and to record, telephone conversations and other electronic communications you have with us and with our representatives for reasonable business purposes, including security and quality assurance. We will not remind you that we may be monitoring or recording a call at the outset of the call unless required by law to do so.
The contents of the Services, including its "look and feel" (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including html-based computer programs) and other material are protected under both United States and other applicable copyright, trademark and other laws. The contents of the Services belong or are licensed to Novo or its content suppliers. Novo grants you the right to view and use the Services subject to these terms. You may download or print a copy of information for the Services for your personal, internal and non-commercial use only. Any distribution, reprint or electronic reproduction of any content from the Services in whole or in part for any other purpose is expressly prohibited without our prior written consent. You agree not to use, nor permit any third party to use, the Site or the Services or content in a manner that violates any applicable law, regulation or this Agreement.
You agree that you will not:
As part of the Services, Novo may allow you to post content on bulletin boards, blogs and at various other publicly available locations on the Sites ("User Content"). These forums may be hosted by Novo or by one of our third party service providers on Novo's behalf. You agree in posting content to follow certain rules.
The Services may include a community forum or other social features to exchange information with other users of the Services and the public. Novo does not support and is not responsible for the content in these community forums. Please use respect when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which Novo is not responsible.
THE SITES, SERVICES, INFORMATION, DATA, FEATURES, AND ALL CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH THE SERVICES OR PROVIDED THROUGH THE SERVICES (WHETHER OR NOT SPONSORED) ARE PROVIDED TO YOU ON AN "AS-IS" AND "AS AVAILABLE" BASIS. NOVO, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, "SUPPLIERS") MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF THE SITE OR OF THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.
NEITHER NOVO NOR ITS SUPPLIERS MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON THE SITES OR OF THE SERVICES (WHETHER OR NOT SPONSORED), AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER Novo OR ITS SUPPLIERS MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SERVICES IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH STATES LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 15 AND 17 OF THIS PROVISION MAY NOT APPLY TO YOU.
NEITHER NOVO NOR THE SERVICES ARE INTENDED TO PROVIDE LEGAL, TAX OR FINANCIAL ADVICE. Novo IS NOT A FINANCIAL PLANNER, BROKER OR TAX ADVISOR. The Service is intended only to assist you in your financial organization and decision-making and is broad in scope. Your personal financial situation is unique, and any information and advice obtained through the Service may not be appropriate for your situation. Accordingly, before making any final decisions or implementing any financial strategy, you should consider obtaining additional information and advice from your accountant or other financial advisers who are fully aware of your individual circumstances.
NOVO SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE SITES, YOUR USE OF THE SERVICES, THE SITES OR THIS AGREEMENT, EVEN IF NOVO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NOVO'S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF $500.00 (FIVE HUNDRED UNITED STATES DOLLARS).
You shall defend, indemnify and hold harmless Novo and its officers, directors, shareholders, and employees, from and against all claims, suits, proceedings, losses, liabilities, and expenses, whether in tort, contract, or otherwise, that arise out of or relate, including but not limited to attorneys fees, in whole or in part arising out of or attributable to any breach of this Agreement or any activity by you in relation to the Sites or your use of the Services.
This Agreement will continue to apply until terminated by either you or Novo as set out below. If you want to terminate your legal agreement with Novo, you may do so as follows:
To close your account for the Novo Service, please send us an email at email@example.com.
Novo may at any time, terminate its legal agreement with you and access to the Services:
You acknowledge and agree that Novo may immediately deactivate or delete your account and all related information and files in your account and/or prohibit any further access to all files and the Services by you. Further, you agree that Novo shall not be liable to you or any third party for any termination of your access to the Services.
Novo reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Sites or Services with or without notice. If you are a user of the Novo Services you will be notified. If you do not agree to the changes after receiving a notice of the change to the Services, you may stop using the Services. Your use of the Services, after you are notified of any change(s) will constitute your agreement to such change(s). You agree that Novo shall not be liable to you or to any third party for any modification, suspensions, or discontinuance of the Services.
Novo may modify this Agreement from time to time. Any and all changes to this Agreement may be provided to you by electronic means (i.e., via email or by posting the information on the Sites). In addition, the Agreement will always indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Services after those changes are posted.
Delaware state law governs this Agreement without regard to its conflicts of laws provisions.
Novo may transfer, sub-contract or otherwise deal with Novo's rights and/or obligations under these terms and conditions without notifying you or obtaining your consent. You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms and conditions.
If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.